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Dell Confirms and Details Rival Bids From Blackstone and Icahn

DavidGilbert99 writes "Dell has confirmed it has received 'two alternative acquisition proposals' from billionaire investor Carl Icahn and the world's largest equity firm Blackstone. These bids rival the $24.4 billion offer made by co-founder Michael Dell and equity firm Silver Lake last month, who want to take the company private. Dell also confirmed details of the two offers, with both exceeding Michael Dell's original offer of $13.65 per share, with Blackstone offering $14.25 and Icahn offering $15 per share."

39 of 70 comments (clear)

  1. Re:Dude, you're getting a Dell! by alexander_686 · · Score: 5, Interesting

    That is what everybody said about Apple when Steve Jobs came back.

    And the reason why Michele wants to take Dell private is so he can do some radical things to it. So who knows? Give the man the benefit of a doubt, grab some popcorn, and see what happens - assuming Michele get the company.

  2. Icahn by Anonymous Coward · · Score: 1

    Icahnnot believe how much money these folks have.

    1. Re:Icahn by Anonymous Coward · · Score: 1

      Icahn haz Dell?

  3. That's what they said about Apple, but now.... by realsilly · · Score: 3

    .... Apple is one of the most popular brands ever and that's because it re-invented itself. Dell has a shot at re-branding itself with the right leadership.

    I hope they do and are successful once again.

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    1. Re:That's what they said about Apple, but now.... by sl4shd0rk · · Score: 1

      Apple is one of the most popular brands ever

      So is Walmart. That doesn't mean it's the end-all of great business practice.

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    2. Re:That's what they said about Apple, but now.... by tirefire · · Score: 1

      Apple is one of the most popular brands ever and that's because it re-invented itself. Dell has a shot at re-branding itself with the right leadership.

      I think you're right on the money there. Apple re-invented itself; Dell will re-brand itself.

      When Apple was in a slump it transformed from a computer company locked in a race to the bottom - fighting beige-box Mac clones with beige boxes of their own - into a design company that produces its own ecosystem of high-margin computers and online services (iTunes store, iOS / OS X app stores). Apple acknowledges this; "Apple Computer" is now just "Apple", officially.

      I don't own a Macbook, and I don't want one, but I can totally understand why they're selling like hotcakes: elegant and sturdy design, luxury status, vertical integration of hardware / software / internet services, and now retina displays... the list goes on. Love them or hate them, but Apple's computers stand out.

      Dell, on the other hand? They're still making cheap generic beige boxes, except these days they're "piano black". I'm sure that's exactly what their corporate/government customers want, but the question then is, "How do you re-invent yourself when your customers just want blade servers, cheap desktops, and on-site service plans?" Dell already does those things well.

      I'm guessing that Dell's idea of "re-inventing itself" will be to buy Alienware again, or to imitate Apple. Hopefully, they'll try something none of us thought of and prove me wrong in the process.

  4. IBTimes - noscript required by NeutronCowboy · · Score: 1

    Warning - site serves ups MULTIPLE video ads that run concurrently. It also seems that they ignore the mute button. Access only with NoScript or other addons enabled.

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    1. Re:IBTimes - noscript required by NeutronCowboy · · Score: 5, Informative

      Replying to myself as I can't edit posts: there's a much better write-up at Ars: http://arstechnica.com/business/2013/03/dells-game-of-thrones-icahn-blackstone-make-rival-bids-for-company/ The key part that's missing in the IB Times: how Icahn plans to finance the takeover. Here it is: "Icahn's group would put up a total of $5 billion in cash and equity in Dell as part of the deal, spend $7.4 billion of Dell's cash-on-hand, collect $1.7 billion by financing against Dell's outstanding accounts receivable, and add $5.2 billion in new debt to the company's ledgers."

      In other words, Icahn gets a loan for $5B, spends over $7B of Dell's own cash and takes out two separate loans against Dell's assets for another $8B. In further other words, the only people who would benefit from the deal are current stockholders who think that making an extra 50 cent a share now is a good thing. Everyone else, including employees, will be handed a Dell that will be significantly worse off.

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    2. Re:IBTimes - noscript required by rsborg · · Score: 2

      Vulture capitalism at it's finest. Are leveraged buyouts ever a good idea for anyone other than the "management company" that rapes and pillages the public company? Why is it legal to take a loan out on a company using it's own capital reserves as payment?

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    3. Re:IBTimes - noscript required by AnonyMouseCowWard · · Score: 4, Insightful

      While I hate LBOs as much as the next person (in fairness probably even more), I expect Dell's shareholders to want that extra 50c and to damn the company and its employees. Unless you're both an employee and a shareholder... the plan is to take the shares off of your hand, why would you care what happens to the company afterwards? The Board of Directors is responsible to shareholders, not employees. Rationally, they'd probably vote for Dell to get gutted. Yay, unbridled capitalism.

    4. Re:IBTimes - noscript required by NeutronCowboy · · Score: 3, Informative

      It's not so much legal as it is a built-in calculation in the offer-sheet. Yes, someone will officially have to tender the full asking price for the company, but the billions that Dell has in cash aren't counted as risk in the loan. Instead, the new owner will immediately use the cash to pay off part of the loan, which of course would have been structured to have the company as collateral. Even if the company isn't collateral, you can't prevent the owner of a company to do whatever they want with the cash in accounting. Yes, it's soulless, but that just goes to show what kind of people engage in LBOs.

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    5. Re:IBTimes - noscript required by Anonymous Coward · · Score: 1

      The short answer is: no, leveraged buyouts are almost never good for the company being purchased.

      In fact, while there are doubtlessly examples of such buyouts that did work, I can't think of even one.

      The aftermath of an LBO is completely unsurprising: the purchased company, now being saddled with massive (and often high interest rate) debt and/or stripped of financial assests to pay for its own purchase is at a financial disadvantage to rivals.

      In order to service the debt, R&D funds are slashed and product development suffers; headcount is reduced and morale and customer service suffer; lower-cost vendors and parts are used and quality suffers. Because of the foregoing, sales suffer and profits plummet causing even more cutbacks and cost reductions in order to service the debt.

      The sell-off of portions of the company is inevitable.

      The demise of the company, although not inevitable, is not unlikely. Or they'll try to take it public again so that those who orchestrated the LBO can get their money back and get out of town.

  5. bidding war, so... by cellocgw · · Score: 1

    ..time to go long on Dell stock?

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    1. Re:bidding war, so... by mabhatter654 · · Score: 1

      No! Because you are just pumping TROLLS STOCK, and they are betting on it going up to cover THEIR EXIT when the deal concludes.

  6. Re:Dude, you're getting a Dell! by MickyTheIdiot · · Score: 1

    I have to give the thumbs up to taking Dell private. It's the best hope of survival.

    They need less corporate idiots ruining it and more radical thought.

  7. Re:Dude, you're getting a Dell! by TheRaven64 · · Score: 2

    And the reason why Michele wants to take Dell private is so he can do some radical things to it. So who knows? Give the man the benefit of a doubt, grab some popcorn, and see what happens

    He's already CEO and Chairman. If he can take the company in new profitable directions, then there's no incentive for the other shareholders to sell because they they'd be giving up their shares just before they become more valuable. Their only sensible choice is to get as much money as possible for the shares now, since, if it goes private, they'll never be able to own part of Dell again.

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  8. Who are Icahn's backers? by poity · · Score: 3, Insightful

    No story mentions that. He certainly doesn't have 26.8B dollars. Is it a bluff to get the dividends he wanted?

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    1. Re:Who are Icahn's backers? by slew · · Score: 4, Interesting

      No story mentions that. He certainly doesn't have 26.8B dollars. Is it a bluff to get the dividends he wanted?

      Probably, it is a bluff, but Mr Icahn is the king of leveraged buyouts (basically you take a loan out to buy the company with the company you bought as colateral). Kind of like how you buy a house with a loan, except the "house" (well actually the company that holds the house as an asset) really owes the money, not you.

      Why would someone invest the money for a leveraged buyout (LBO)? It's because the debt is generally structured in tranches with different terms and interest rates, rather than one big lump. The senior tranches generally yield a low interest rate but are backed by a higher percentage of the collateral so you can attract more risk-adverse money. The junior tranches generally have a high interest rate for those with the stomach (much higher than a typical bank loan, so it is more profitable, but more risky, essentially junk bonds). With a typical LBO structure people can make different types of bets on the same loan segmenting the secondary loan market making it much easier to attract the money from the capital markets than a straight-up monolithic loan of $28.6B with uniform risk profile.

    2. Re:Who are Icahn's backers? by belthize · · Score: 2

      Because you're not planning to set fire to the house and collect the insurance the second the deal goes through. If you did that would be fraud. If you have enough money fraud perversely translates to 'smart'.

    3. Re:Who are Icahn's backers? by mabhatter654 · · Score: 1

      Effectively, they would be paying some stockholders to "go away". Given that smaller holders get their power stripped the worst when a company goes public its something to offer.

  9. Re:Dude, you're getting a Dell! by mabhatter654 · · Score: 1

    Actually Dell has plenty of financing,servers, and consulting business. They are moving so they sell "IT departments" in a box and hardware is just one piece... Vertically integrated.

    This is a last ditch attempt by big holders to fuck it over before it goes private and the board can just ignore such offers outright.

  10. Re:Dude, you're getting a Dell! by Nidi62 · · Score: 2

    But he was still forced to do things the way Wall Street and the stockholders wanted. Take it private and you have more leeway to do things that might be profitable long term rather than short term.

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  11. Re:Dude, you're getting a Dell! by alen · · Score: 1

    and the services business is going down the toilet

    big companies have their own IT
    the little guys buy into da cloud

    installing Exchange isn't that hard. most of the problems are due to being cheap, not bad planning

  12. Re:Dude, you're getting a Dell! by jbmartin6 · · Score: 4, Insightful

    I don't know what his plans might be, but there's a world of difference between publicly traded and privately held companies. There are a whole slew of constraints on what a public company can do, between regulations and notions of 'fiduciary duty'. Not to mention the obligatory lawsuits every time the stock price dips. I think we can expect to see more and more companies going privately held when large changes need to be made.

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  13. Vultures by Anonymous Coward · · Score: 5, Insightful

    Witness first hand the attempted destruction of a large American company. These bids aren't serving anyone's interest except a select few. (Despite claiming to be for "shareholder interest")

    If any of these parties get hold of Dell, the company will be dead inside a few years. Assets stripped, loaded with debt, pensions and retirement plans raided, thousands laid off. Sound familiar? Yeah, it does. Because you've seen it happen hundreds of times if you read the news.

    Something is broken. Why is there so much money to be made by destroying companies, jobs, and livelihood? Why is it legal?

    How long before we resort to publishing the personal details, addresses of corporate raiders and mailing them to the millions who have lost their jobs and had their retirements stolen? While vigilante justice isn't a solution, it is a failure mode. And failure is what is happening here.

    1. Re:Vultures by schnell · · Score: 3, Insightful

      These bids aren't serving anyone's interest except a select few. (Despite claiming to be for "shareholder interest") ... Why is there so much money to be made by destroying companies, jobs, and livelihood? Why is it legal?

      These bids are absolutely in the shareholder interest, that's who is making the money here (at least in the short term). Nearly all companies exist for the purpose of the people who own them (shareholders), not the people who work there. If you want a company that runs for the benefits of its workers, you're looking for a co-op (where the members are also the owners), but they are relatively few in number and aren't suited to exist in certain industries where you need funding from outside sources to start or build your business.

      As to why it's legal... why not? Let's say you run a diner and someone offers you $100K for it and says they will buy it and keep it running. I offer you $150K for the diner but say I'm going to close it down and convert into a bar, firing all the current employees in the process. Why should it be illegal for you to take my higher bid? You might not take my bid because you find it morally distasteful. But it certainly shouldn't be illegal for me to offer that or for you to accept it.

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    2. Re:Vultures by Xest · · Score: 1

      "Why should it be illegal for you to take my higher bid? You might not take my bid because you find it morally distasteful. But it certainly shouldn't be illegal for me to offer that or for you to accept it."

      It's not the offering or accepting that's the problem, it's the shutting down and laying off the staff that's the problem - the point being that if the only way to make the $150k bid tenable is to destroy the business then something is broken, effectively there should be legislation in place to fix what is broken and ensure that the $150k bid simply isn't tenable.

      More specifically, the issue is in what is broken, and as the GP pointed out it's the fact that things like pension pots can be raided to pay off shareholders rather than to give the money back to the people whose employment paid for and into those pension schemes. Effectively the only reason your theoretical $150k bid can be made is because current legislation allows the likes of shareholders greater priority in having their debt paid off than the people to whom much of the money really actually belongs to because they're the ones who put it into the pot to start with.

      Politically, the laws surrounding this sort of thing need to be restructured to take into account the public good, rather than the current status quo where they're biased to making the select few rich at the public's expense. To put it into an example, what serves more people better - to allow a small amount of shareholders to make a little bit of extra money at the expense of making hundreds, potentially thousands of people a burden on society either through forcing them onto benefits, or forcing them into crime, whilst also eliminating a company that was a net benefit to society through also paying corporation tax, or for those people to retain their jobs, the company to keep trading and paying corporation tax to society, and those same shareholders still make a decent fortune, just slightly less than they'd have otherwise made?

      It should be illegal to make your example offer if the end result is a shifting of wealth from the tax payer and state to a private individual. If an investor or group of investors makes a takeover like Icahn's proposed take over and then kills off the company as a result they should be the last people that get paid, after all the workers have got their pension money back, and all the suppliers have been paid, because ultimately they're the ones who caused the failure. Currently shareholders can fail a company and make a profit from it - this is no different to CEOs who drive a company down the pan but still end up leaving with a golden parachute, failure should not be profitable for those responsible for the failure, and that's the fundamental problem - those who are the cause of the failure aren't the ones suffering from it, quite the opposite.

  14. The only winners... by ckibler · · Score: 1

    ...are likely to be Dell's current shareholders who may end up collecting a tidy premium for their shares. http://en.wikipedia.org/wiki/Winner's_curse Let's hope that the ensuing bidding war does not cause Dell to be saddled with a crippling amount of LBO debt.

  15. so, that is a vote of confidence in Michael Dell by swschrad · · Score: 1

    NOT. Dude, you're getting a signal here.

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  16. Re:Dude, you're getting a Dell! by meerling · · Score: 4, Insightful

    Apple develops their own CPUs?
    Do you mean the Motorolas, the PowerPCs (a consortium of apple, ibm, and motorola. That's two experienced chip designers and apple.), or do you mean the current Intel CPUs?

    Well, that's it for their computers. I actually have no idea what their portable istuff uses, but I'm rather doubtful it's something they developed. Considering their standard method of obtaining 'cutting edge tech' they either bought and exclusive contract with the developer/manufacturer, or they bought the company itself.

    Apple designers have always been great, their engineers don't fall into that category.

    I know, the apple fanboys are going to go ballistic over this criticism of their god and savior, and honestly, I don't care.

  17. take the money and run? by Overzeetop · · Score: 1

    So...MD should call Icahn on the offer, take his cut up front and walk. Then either buy the pieces back at a fraction of the price when the company goes toes up or just take the money and start a new company that does it just the way he wants to go, but without all the baggage.

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  18. Re:Dude, you're getting a Dell! by larry+bagina · · Score: 3, Informative

    Their portable istuff uses ARM SoCs designed by Apple (they've bought up P.A. Semi, Intrinsity, and a couple other fabless semi companies in the past few years). ARM (the company) was a joint venture between Acorn and Apple back in the Newton days.

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  19. Re:Dude, you're getting a Dell! by citizenr · · Score: 1

    Yes. In order to imitate Apple he needs to take company private just like Apple did ... oh wait

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  20. Re:Dude, you're getting a Dell! by Billly+Gates · · Score: 1

    And the reason why Michele wants to take Dell private is so he can do some radical things to it. So who knows? Give the man the benefit of a doubt, grab some popcorn, and see what happens

    He's already CEO and Chairman. If he can take the company in new profitable directions, then there's no incentive for the other shareholders to sell because they they'd be giving up their shares just before they become more valuable. Their only sensible choice is to get as much money as possible for the shares now, since, if it goes private, they'll never be able to own part of Dell again.

    That wont happen in the next quarter though? Computers make money based on spreadsheets. Not long term strategy. You either raise the price in the next 4 months or be fired. Pick your poison? Apple was only able to pull off the move to intel macs because of sales of its IPODs. Jobs could only make the IPOD by first selling iMacs etc. If something is not increasing in value quarter by quarter you can't invest to make more money. You need short term money RIGHT NOW so the computer programs can raise the price in a few milliseconds and the owners get that slight profit from the volatility.

     

  21. Re:Dude, you're getting a Dell! by ShanghaiBill · · Score: 2

    Yes. In order to imitate Apple he needs to take company private just like Apple did ... oh wait

    That was a different situation. When Jobs returned to Apple, the shareholders understood that the company was in deep doo-doo and radical changes were needed. So Jobs had a lot of leeway.

    Dell, OTOH, is doing okay in terms of short term profit (PE is around 8). It probably needs some radical changes for the long term because the market it moving away from Dell's strengths. But there is no shareholder consensus about this. As long as it is a public company, different shareholder factions will be pulling in different directions, and any strategy will be a muddle. As a private company, they can set a clear and decisive strategy and stick to it.

  22. Re:nonsense by drinkypoo · · Score: 1

    Nonsense. There is nothing to indicate "everyone else" will be worse off with Icahn's offer.

    Right, nothing but the lessons of history.

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  23. Re:Dude, you're getting a Dell! by packrat0x · · Score: 1

    Unfortunately, these "going private" deals usually end with an IPO 2-3 years later. Same old compay with extra debt! The refinancing will make no difference to Dell, since "providing useful products and services at a profit" is what management should be concentrating on.

    1) Use other people's money to buy up company
    2) Pay self fees for being the Buyout fixer (Profit $$$)
    3) Wait 2-3 years
    4) Perform IPO
    5) Pay self fees for being the IPO fixer (Profit $$$)
    6) Sell new shares (Profit $$$)

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  24. Re:Dude, you're getting a Dell! by JamesSinton · · Score: 1

    Um... Directors, officers, and controlling shareholders of a company still owe a fiduciary duty to that company regardless of public or private status. An advantage of taking it private is that Dell will remove the pressure from Wall Street. Assuming that equity of a closely held company is less fungible, the equity investment Dell receives on the buyout will be more stable and locked-into. It won't feel the pressure to distribute dividends. It also might be able to restructure the corporate form for Federal tax purposes. I assume Dell is taxed as a C corporation, which has two-tiers of tax, one at the corporate level and one at the shareholder. Suppose Dell qualifies for pass-through taxation after the smoke clears on the leveraged-buyout. Now, the tax liabilities of the company pass to the shareholders. Michael will be able to capture all those capital losses (or gains.) Finally, the leveraged buyout proposed by Michael allows Dell to convert its capital from equity to debt. The Federal income tax code loves debt. Dell will be able to deduct that interest, which lowers its taxable income and might even pass to Michael.

  25. Re:Dude, you're getting a Dell! by hairyfeet · · Score: 2

    Uhhh...has anybody looked at the actual numbers? Both sales and profits are already back to pre 2008 levels, the company is firing on all cylinders frankly the ONLY thing that hasn't gone up is the stock price which considering how distorted the market is right now really isn't surprising and I would say should be expected. I just hope they keep Icahn the fuck away from it as that corporate raider has a history of destroying companies but Michael is just being smart, he sees the numbers and sees the stock is undervalued and is going for it, can't say as I blame 'em.

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